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REQUEST FOR PROPOSAL

NO. 5946

For

TRAINING AND INSTRUCTIONAL SERVICES

Proposals Due: 2:00 p.m. Wednesday, March 23, 2016

Submit Proposal to:

Macomb Community CollegePurchasing Department14500 Twelve Mile Road

Warren, MI 48088-3896 (Mailing Address)

Or

[email protected]

Dennis CostelloPurchasing Administrator

(586) [email protected]

mailto:[email protected]


RFP No. 5946 – MACOMB COMMUNITY COLLEGE TRAINING AND INSTRUCTIONAL SERVICES

TABLE OF CONTENTS

PROJECT / OVERVIEW / CONTACT………………………………………………………2

INFORMATIONAL MEETING and RSVP CONFIRMATION……………………………..3

PROPOSAL OVERVIEW AND BACKGROUND…………………………………………..5

SCOPE OF WORK……………………………………………………………………………9

GENERAL CONDITIONS……………………………………………………………………11

TERMS and CONDITIONS………………………………………………………………….13

ACKNOWLEDGEMENT PAGE……………………………………………………………..17

FORM of PROPOSAL………………………………………………………………….….…18

SAMPLE TRAINING INSTRUCTIONAL AGREEMENT.....................…........................20

SAMPLE ORDER for SERVICES and STATEMENT of WORK………………………...25

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Macomb Community College

RFP No. 5946REQUEST FOR PROPOSAL

TRAINING AND INSTRUCTIONAL SERVICES

Project: Training and Instructional Services

Overview: Macomb Community College invites proposals from vendors to provide Training and Instructional Services on behalf of the college’s Workforce & Continuing Education (WCE) area of Engineering & Advanced Technology (EAT).

Project Dennis Costello, Purchasing AdministratorContac t : 14500 12 Mile Road Warren, MI 48088-3896 - Mailing Address

[email protected]

Due Date: 2:00 P.M. Wednesday, March 23, 2016, the college will receive proposals as herein set forth at the office of:

Macomb Community CollegePurchasing Department14500 12 Mile RoadWarren, MI 48088-3896 – Mailing Address

16000 Hall RoadSuite 1AClinton Township, Michigan 48038 – Walk-in location

[email protected] – email address

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Informational Meeting

Thursday, February 25, 2016 5:00 P.M. to 7:00 P.M.MTEC, 7900 Tank Ave., Warren, MI, Room 138

RSVP confirmation form must be returned by email no later than 4:00 P.M. Thursday, February 25, 2016 to [email protected] .

RSVP CONFIRMATION

TO: Dennis Costello, Purchasing AdministratorEMAIL: [email protected] and [email protected] RE: WCE Training/Instructional Services

As requested, please accept this email notice as evidence of our intent to participate in the proposal process. Attendance at the pre-proposal meeting is not mandatory.

☐ We are interested in participating in the proposal process and will be attending the pre-proposal meeting on Thursday, February 25, 2016 at 5:00 P.M. Please indicate below how many will be attending the pre-proposal information session.

Number Attending: ____________________

☐ We are not interested in participating in the proposal process at this time.

As a part of this notice of our intent, I hereby certify that my company meets the following minimum qualifications:

1. We have been in business providing training and instructional services for at least three (3) years.

2. Our current financial condition satisfies regulatory authorities. Our financial future is, in our opinion, very stable. MCC, in its sole judgment, has the right to determine if our current and expected future financial condition is acceptable.

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Company

Signature / Title

Printed Name

Phone Number Fax Number Email Address

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PROPOSAL OVERVIEW AND BACKGROUND

Macomb Community College is soliciting proposals for individuals and / or firms to provide Training/Instructional Services on behalf of Workforce & Continuing Education, Engineering & Advanced Technology (WCE-EAT) on a non-exclusive basis. The WCE-EAT has provided customized contract training classes to business and industry for over 20 years.

This RFP is specific to the Workforce & Continuing Education - Engineering & Advanced Technology (WCE-EAT) division located at the M-TEC.

The Michigan Technical Education Center (M-TEC) located at 7900 Tank Avenue, Warren, MI is a 40,600 square foot facility providing education and training in advanced integrated manufacturing, automated systems and robotics. We work across multiple industry sectors and in collaboration with employers to develop and deliver customized solutions addressing the technical talent pipeline at every level of an organization or industry sector.

The M-TEC is currently in the process of upgrading and adding industry specific technology to support automotive, defense, aerospace and their suppliers in the core areas of bodyshop, paint, general assembly, conveyors, stamping and powertrain. Examples of specific automated system technologies include: laser alignment, CMM, metrology, robots, vision system, RFID tag reader conveyor system, CNC robot load/unload, VFD training stations, AB and SIEMENS PLC training stations, rigging, pneumatic, hydraulic, electro-hydraulic, general assembly laser measuring systems and robotic paint system.

Located in Southeastern Michigan, Macomb Community College (MCC) is the second largest community college in Michigan serving more than 43,000 degree-credit students pursuing coursework annually. MCC has been fully accredited by the North Central Association of Colleges since 1970. MCC offers pre-college programs, continuing and professional education programs, customized workforce training and many cultural and community service programs.

Instruction for over 1,100 courses is delivered in 42 buildings on five campuses and several outreach centers and satellite sites throughout Macomb County. Macomb Community College makes its academic programs available throughout the year by operating on a calendar that includes fall and winter semesters and abbreviated spring and summer terms. Courses are offered 7 days a week throughout the year during the day light, late afternoon, and evening hours.

MCC is governed by 7 elected trustees and administered by approximately 1,900 staff, including 1,000 faculty members. Community outreach efforts consist of a large compliment of community education and professional certification courses. Rounding out the programming is the Macomb Center for the Performing Arts, the Cultural Center and the John R. Dimitry Student Community Center on our Center

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Campus, the John Lewis Student Community Center and the 61,000-square-foot Sports & Expo Center on South Campus, a Workforce Development Institute, and the Public Service Institute (Police and Fire Academies).

Established in 1954, Macomb Community College has developed into a nationally prominent institution. With an operating budget over $120 million, three campuses encompassing 40 buildings with over 1.5 million square feet, situated on over 400 acres and providing learning experiences to more than 59,000 students annually, Macomb Community College is the largest grantor of associate's degrees in the State of Michigan and consistently ranks in the top 2% nationally. Fully accredited by the Higher Learning Commission of the North Central Association of Colleges and Schools since 1970 with locations throughout the county, Macomb Community College meets the needs of the community it serves by adhering to the vision and mission approved by the Board of Trustees.

Intent

It is the intent of Macomb Community College through this Request for Proposal and contract conditions contained herein, to establish to the greatest extent possible, complete clarity regarding the requirements of all parties to the agreements resulting from the Request for Proposal. Providers (Vendors) with relevant experience and the ability to provide the necessary instructional services are encouraged to apply.

Requirements for the proposal are listed herein. Proposals for instructional services that deviate from these requirements may be considered invalid.

1 Schedule of Events

EVENT Date

Release of RFP February 16, 2016

RFP Information Session February 25, 2016 @ 5:00 P.M.

Request for Clarifications Due March 2, 2016

College Response to Clarifications Requests March 4, 2016

Deadline for Proposals March 23, 2016 @ 2 P.M.

Proposal Review and Selection April 8, 2016

Award Notification April 12, 2016

2 Proposal Clarifications

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Clarifications will be accepted via e-mail until the cut-off period and shall include vendor name, contact name, phone number, e-mail address and reference to the line and section/subsection number(s) being addressed. Responses to clarifications will be shared with all firms/individuals that were invited to submit a proposal, but without identifying the source of the inquiry. Macomb Community College will not be bound by any oral responses. E-mail questions to:

Dennis CostelloMacomb Community College14500 E. 12 Mile RoadWarren, Michigan 48088Email: [email protected]

3 Deadline for Proposals

Proposals will be received at the Purchasing Department Office, 14500 E. 12 Mile Road, Warren, Michigan 48088 (mailing address), 16000 Hall Road, Clinton Twp., MI (office location) or [email protected] (e-mail address), until 2:00 P.M. Wednesday, March 23, 2016 at which time and place proposals will be opened. Proposals submitted via email that are blocked by the College’s security system may not be considered as received on time. It is the vendor’s responsibility to verify successful email transmittal.

Vendors are required to prepare and submit, at their own cost, one signed original and two copies of the original proposal. Submission must include the Vendor’s full response including all attachments, instructional services and costs. Electronic submission must be Adobe Acrobat or Microsoft Word format. Vendors are encouraged to submit each proposal response under single cover (preferably soft sided).

The outside of the envelope must identify name of Vendor and address of the party that received the RFP, and the name of service for which the proposal is submitted (see title page).

4 Requirements for Signing Proposal

Each Vendor, by making a proposal, represents that this document has been read and is fully understood.

The proposal must be signed in ink by an individual authorized to legally bind the person, partnership, company or corporation submitting the proposal.

All manual signatures must have the name typed directly below the line of the signature.

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5 RFP Informational Meeting

Macomb Community College, will conduct an RFP informational meeting on Thursday, February 25, 2016 at 5:00 P.M. in Room 138 at Macomb’s Michigan Technical Education Center (M-TEC), 7900 Tank Avenue, Warren, MI 48092. Attendance is optional.

The purpose of the meeting will be to review the RFP document, discuss further the intent of the RFP and to answer any questions about the process or requirements. All parties interested in attending the information session shall pre-register by emailing to the college’s Purchasing Department and Dennis Costello (at [email protected] and [email protected]) the RSVP Confirmation form found on page 3 on or before February 25, 2016 to confirm attendance at the meeting. Please provide first and last names of the persons attending. Pre-registration is not mandatory but is strongly encouraged.

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SCOPE OF WORK

WCE EAT is seeking instructional resources for various training and instructional services to meet the needs of their customers. We seek multiple vendors who will bring qualified instructors to augment our current capabilities. Training will take place at client site or MCC facilities.

The scope of work consists of two components:

1. Instructional resources to deliver any of the standard offerings and services with examples listed in section III, General Information.

2. Instructional resources that will function as a turn-key vendor for opportunities and projects outside the standard offerings. The selected vendor will participate in the customer interaction, assist in determining the scope of work involved, and provide turn-key solutions meeting the requirements of the customer. The reimbursement in these instances will be determined on a per project basis.

Successful vendors will be expected to:

1. Provide instructional staff for specific training programs using content that is current and relevant meeting customer and industry requirements. All instructional staff must have the prerequisite skills to teach in their respective areas, as demonstrated by appropriate certifications, degrees, and/or experience.

2. Provide all curriculum, training aids, equipment, and software/licensing when training is conducted at a client’s site (unless provided or made available by client). An electronic copy of all materials will be provided to WCE - EAT prior to the start of any course.

3. Upon request, accompany WCE - EAT to client site for consultation on training needs assessment.

4. Work with WCE - EAT staff to develop specific training proposals.

5. Provide appropriate licensure for delivery of training to corporate audiences.

6. Complete and submit timely class registration forms, participation satisfaction surveys, and other administrative paperwork as required by the program manager.

7. Execute a 3 year agreement in substantial conformance to the attached Training and Instructional Services Agreement and Order for Services and Statement of Work.

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Macomb Community College will provide:

Instructional facilities and equipment, if available, for either on-site or off-site delivery

Project lead, management and coordination of all contracted training Required paperwork for registration and evaluation Marketing support as appropriate

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GENERAL INFORMATION

Discrepancies in, omissions from or any uncertainties regarding the specifications shall immediately be brought to the attention of the college via email at [email protected]. The College will not be responsible for oral interpretations. Issues/Questions must be received by Macomb by 4:00 P.M. March 2, 2016. We cannot guarantee a response to issues/questions received after March 2nd.

The College prefers to maintain only one (1) contact throughout the proposal process. Please appoint one (1) representative of your company with the responsibility for communicating with the College on all matters relating to this request for proposal. During this process, all communications must be channeled through Purchasing Department to ensure proper documentation and dissemination of information.

The College is accepting proposals for training/instructional services in the areas outlined below.

ENGINEERING & ADVANCED TECHNOLOGY (EAT)

Examples include, but are not limited to:

Assessment and testing services - Training Needs Assessment Services, Training Gap Analysis, Theoretical and Hands-On assessments for the technical areas listed below, Proctoring for IHK Examination.

Applied Trades/Technology - Welding, Plumbing Code, Electrical Code, Hydraulic Machine Repair, CNC, HVAC, PLC, Robotics, Fluid Power, Pipefitting, Machine Tool, Blueprint Reading, Metrology, Refrigeration and Air Conditioning, Shop Math, Hand Tools, Technical Writing Training, Tool Maker, Robotics Training, Computer Literacy, Controls Robotics Technician (CRT), Applied Mathematics, Geometric Dimensioning and Tolerancing.

Computer Aided Design - AutoCAD, AutoCAD Inventor, CATIA, SolidWorks, PTC Creo, Chief Architect, and Unigraphics NX, Teamcenter.

Manufacturing Technologies and Processes - Material Sciences, Machining/CNC, Environmental Systems, Mechatronics, Manufacturing Simulation, Robotics, Welding, Fluid Power, PLC Programming/Maintenance, Vision Systems Operation, Vibration Analysis Certification, Metrology, Hydraulics, Pneumatics, Crane Safety, Rigging, Basic Electrical, Manufacturing Processes, Motor Controls, OSHA 10, OSHA 30, Shop Math, Teamwork, Technical Writing, Basic Computers, Soldiering Standards/Certifications, Welding Validation, Rigging, 3D Printing, FANUC Robot Operation, FANUC iRVision,

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Transformer and Feeders, Electro Pneumatic and Hydraulic Control Circuits, Mechanical Lubrication Fundamentals, Pipefitting and Tube Bending, Sheet Metal Fabrication, Electrical Theory and Troubleshooting, Global Common Controls Hardware Instruction, Millwright, Welding Safety, Rigging and Machine Leveling .

Quality/Process Improvement - Lean Manufacturing, Lean Office, Kaizen, Six Sigma Certifications, SPC, Total Productive Maintenance, 5S, GD&T, FMEA, APQP, AS/ISO/TS, Total Quality Manufacturing, Seven Step Corrective Action Process, MSA, PPAP, Problem Solving, Root Cause Analysis, DOE.

Renewable & Alternative Technology - Green Construction/Deconstruction & Weatherization Geothermal Installer, Solar PV Installer Prep, Advanced Energy Storage (Battery), Sustainable Landscape Design, Construction, Hybrid Electric Vehicle, HEV First Responders, Bio-Materials, Lithium Ion Battery Safety.

While WCE does utilize and seek vendors for off the shelf programs, vendors are also encouraged to submit original topics and materials other than those listed above.

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TERMS & CONDITIONS

1. If submitting your proposal in hardcopy please provide the original and 2 copies of the proposal as required by the terms and conditions outlined herein (including all ancillary information and supporting data) no later than 2 P.M. Wednesday, March 23, 2016. Late proposals, facsimile and/or email replies will not be considered.

2. NOTE: THE FREEDOM OF INFORMATION ACT (FOIA) SHALL APPLY TO ALL RESPONSES AND CORRESPONDENCE SENT TO Macomb’s Purchasing Department. Any responses, materials, correspondence, or documents provided to the College are subject to the State of Michigan Freedom of Information Act and may be released to third parties in compliance with that Act.

3. Macomb Community College reserves the right to solicit additional information from vendors to determine which vendor best meets the needs of the College. Additional information may include (but is not limited to) past performance records; list of available personnel, plant and equipment; description of work which will be done simultaneously with the College project; financial statements; on-site tour and evaluation by College personnel; or any other pertinent information.

4. The College reserves the right to waive any irregularities; accept the whole, part of, or reject any or all quotations; and to select the vendor which, in the sole opinion of the College, best meets the College's needs. The College also reserves the right to negotiate with potential vendors so that its best interests are served.

5. The College cannot be responsible for any expenses incurred in the preparation of any proposal or presentation, nor does Macomb Community College assume any contractual obligations by issuing this request for proposal.

6. Successful vendors agrees to maintain comprehensive general liability insurance, including contractual liability, with limits not less than $1 million per occurrence and $2 million aggregate; automobile liability for owned, non-owned and hired vehicles with a combined single limit not less than $1 million per occurrence; Employers Liability with a minimum limit of $500,000; and Workers’ Compensation to statutory limits as required by the State of Michigan. Successful vendor agrees to have the Board of Trustees of Macomb Community College added as an additional insured with respect to comprehensive general liability insurance and provide the College with 30 days prior written notice of any material changes in the above insurance. Successful vendor shall provide the College with a certificate of the above insurance coverage and amounts upon execution of this agreement.

7. By responding to this inquiry vendor certifies that it is an independent Contractor, licensed and bonded and is solely responsible for employment, acts and omissions, control and direction of its employees. The vendor further agrees to

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indemnify and hold harmless Macomb Community College, its trustees, officers, and employees from any and all damages, injury, loss, claims, demands, or causes of action in the event that the company or agency fails or neglects to comply with the insurance contract or policy, including, but not limited to, payment of claims in accordance with the contract or policy.

8. Vendors shall not use the name of the College or its service marks, trademarks, or trade names without the prior written permission of the College.

9. Vendor agrees that any personal injury to vendor or third parties or any property damage incurred in the course of the performance of the services shall be the responsibility of the vendor.

10.Vendor warrants that the vendor and/or the College’s use of products, process, techniques and methodologies recommended by vendor or developed by vendor shall not infringe upon the copyright, patent or other proprietary rights of others.

11.Vendor shall indemnify the College, its board members, officers, employees, agents and students from and against any costs, losses, damages, liabilities, expenses, demands and judgments, including court costs and attorney fees, which may arise out of vendor’s performance of services, except to the extent caused by the sole fault or negligence of the College.

12.Vendor affirms that to the best of its knowledge, there exists no actual or potential conflict between vendor and the College, and its services under this agreement, and in the event of change in either its private interests or service under this agreement, vendor will inform the College regarding possible conflict of interest which may arise as a result of such change. Vendor also affirms that there exists no actual or potential conflict between a College employee and vendor that has not been disclosed.

13. It is expressly understood that vendor is an independent contractor and not the agent, partner, or employee of the College. Vendor and vendor’s workers are not employees of the College and are not entitled to tax withholding, Workers’ Compensation, unemployment compensation, or any employee benefits, statutory or otherwise. Vendor shall not have any authority to enter into any contract or agreement to bind the College and shall not represent to anyone that bidder have such authority.

14.The laws of the State of Michigan shall govern the interpretation and performance of this agreement.

15.Macomb Community College is an Equal Opportunity, Affirmative Action employer. Successful vendors and its subcontractors (if any) shall not discriminate unlawfully against any employee or applicant for employment; nor shall they deny the benefits of this agreement to any person on the basis of race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age, sex, or sexual orientation. Vendors shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination.

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16.Vendor must comply with the provision of State and Federal OSHA laws, standards, and regulations.

17.The College will use some or all of the following (not in any specific order) in the evaluation of the Vendor and services:

a. Vendor’s ability to fully satisfy each term and conditionb. Compliance with the specifications noted hereinc. General organization and experienced. Demonstrated experience with specific subject areae. Instructor qualificationsf. Cost data (price and pricing protection)g. References from other customersh. Previous experience with MCC

18.Any other factors that arise in the evaluation process that are not stated above can be used in determining which proposal will be successful.

19.Either party may terminate this agreement by giving the other party at least thirty (30) days prior written notice of the date of termination provided, however, that termination or cancellation of this agreement by either party shall not affect the collection, enforcement, or validity of any accrued obligations owed between the parties.

20.Macomb Community College is a tax-exempt institution, granted such status by authorized taxing units of the State of Michigan, and is exempt from Federal Excise Tax and Michigan General Sales Tax (see Michigan Public Act 167 of 1983. Section 4 as amended). DO NOT include Michigan State Sales Tax or Federal Excise Taxes in your quotation.

21.All notes, designs, drawings, memoranda, reports, computer programs (including supporting data which may be included in cards, tapes, discs, drums, and the like), and other technical data, if any, developed by the vendor in connection with the performance of services shall be and become the property of the College. All such notes, designs, drawings, memoranda, reports and other technical data shall be delivered to the College upon demand, and the College shall have the right to use them, for any purpose which it may deem desirable without the necessity of compensating the vendor or any other person or persons for their use. No information, report, etc., developed in connection with this agreement may be reproduced without the College’s prior written consent.

22.All material used by the vendor must have a cover page with Macomb Community College and its logo. The vendor name and/or logo may appear on the following page(s) of materials.

23.All work must be performed by the vendor selected unless subcontracting is specifically approved in advance by the College.

24.Successful vendor agrees not to compete with the College in the area of Training/Instructional Services while working for the College and for a period of

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24 months after completion or termination of Agreement. This clause specifically pertains to clients which vendor has serviced in conjunction with the College during the fulfillment of services under this Agreement. However, clients which vendor has serviced prior to this Agreement would be exempt from this clause. Competition is defined as soliciting or accepting employment by, or rendering professional services to, any person or organization that is or was a client of the College during the term of Company’s Agreement with the College.

25.Vendor understands by responding to this RFP there is no implied guarantee or contract for work opportunity.

RIGHT TO REJECT any or all proposals and to waive informalities in bidding as its interests may require, is reserved by the Owner.

WITHDRAWAL OF ANY PROPOSALS is prohibited for a period of 120 days after the proposal due date.

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ACKNOWLEDGEMENT PAGE

General Information and Terms and Conditions

Please sign the acknowledgement page of this document indicating that you have received and reviewed the General Information and the College’s Terms and Conditions. Failure to sign and return this document will render your proposal incomplete.

We have reviewed and agree to adhere to the General Information and Terms and Conditions contained in this document.

______________________________________________________________________Company

______________________________________________________________________Signature / Title

______________________________________________________________________Printed Name

_____________________ _________________ ______________________Phone Number Fax Number Email Address

NOTE: Failure to return this signed form will result in your proposal(s) being rendered incomplete.

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FORM OF PROPOSAL

Vendor proposals must respond to all of the items in this section, numbered exactly as listed. Failure to respond to all items may result in disqualification of proposal. Responding to item #7 is optional.

1. Company information, location of headquarters and branch/local offices. Identify which office will be responsible for servicing our account. Also provide your companies FEID and D&B No.

2. Provide documentation of your organization’s qualifications for providing this critical function. Please include experience of providing off-the-shelf content, customized courses, and course development for your customers. Please include course examples. If the scope of this project requires partnering with another industry professional, please provide identical information for that organization.

3. Provide a listing and description of the courses and services that your organization routinely facilitates. Provide a listing of any additional customized courses you have developed. Each course or service description should include: overview (two paragraph maximum), outline, intended audience, length of course and/or assessment administration time, delivery method, access to equipment, software and/or licensing, and maximum number of participants per session. Proposals that do not include a sampling of training course descriptions as requested will be deemed incomplete.

4. Provide professional biography and a resume for each instructor.

5. Identify all account charges and be inclusive of all management, administrative, consulting, instructional, service and any other fees or charges that will be applicable during the contract period. Any fees/charges not identified at this point will NOT be allowed for the term of the contract period. Fee structures must be based on: hourly rate or daily rate. Per person pricing will be accepted only for open enrollment training. Course materials and certification fees (if applicable) should be quoted separately from instructional fees.

NOTE: Travel expenses to client site outside of the Metro Detroit area will be reimbursed at cost. All other travel expenses should be included in quoted instructional hourly, daily or course rates. Fee rates can vary from topic to topic.

6. Provide complete references of organizations that employed your firm for similar assignments. Include both current and past clients. Differentiate between those references with applicable headings.

7. Optional: If you are currently developing any new course content, please provide a brief narrative.

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Macomb Community CollegePurchasing Department RFP No. 5946 14500 12 Mile Road DUE DATE: 2:00 P.M. March 23, 2016Warren, MI, 48088

Dennis CostelloE-MAIL: [email protected]

THIS SIGNATURE PAGE MUST BE RETURNED TO ENSURE A VALID PROPOSAL. PROPOSALS SUBMITTED WITHOUT THIS SIGNATURE PAGE CAN BE RENDERED INVALID. SEND ALL CORRESPONDENCE, AND REFERENCE PROPOSAL NUMBER, TO THE ADDRESS SHOWN ABOVE ON THE LEFT. MACOMB COMMUNITY COLLEGE’S STANDARD TERMS AND CONDITIONS SHALL APPLY.

WCE TRAINING/INSTRUCTIONAL SERVICES

Please complete the following:

Terms Net 30 E.I.N. D & B No.

______________________________________________________________________Company

______________________________________________________________________Signature / Title

______________________________________________________________________Printed Name

___________________ ___________________ ______________________Phone Number Fax Number Email Address

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TRAINING AND INSTRUCTIONAL SERVICES AGREEMENT

This Agreement is effective as of the _____ day of __________, 2016 between Macomb Community College (“College”) and ____________________________ (Vendor).

NOW THEREFORE, the parties mutually agree as follows:

1. Independent Contractor. Subject to the terms and conditions of this Agreement, the College hereby engages Vendor as an independent contractor on a non-exclusive, “as-needed, when-needed” basis to perform the services set forth in any Order for Services and Statement of Work, a template of which is attached hereto, and Vendor hereby accepts such engagement.

2. No Guarantee of Business. Vendor understands and agrees that execution of this Agreement does not expressly or impliedly guarantee that College will request services pursuant to this Agreement.

3. Compensation. Vendor shall be paid for services rendered in the amount, at the time, and in the manner described in any Order for Services and Statement of Work entered into by the parties.

4. Expenses. Except to the extent provided in any Order for Services and Statement of Work entered into by the parties, all expenses incurred by Vendor in the performance of this Agreement are the responsibility of Vendor.

5. Term of Agreement. The term of this Agreement is 3 year(s) from the effective date of this Agreement during which term all pricing is guaranteed.

6. Representations and Warranties. Vendor represents and warrants that all instructors provided to College will be subject matter qualified by reason of training, education, background, experience, or academic degree(s) or certification(s), and possess the teaching skills required to deliver high quality training to College’s clients.

7. Replacement of Unsatisfactory Instructors. Vendor shall, at no cost to College, immediately replace any instructor placed pursuant to this Agreement whose performance or conduct is for any reason unacceptable to the College or College’s client.

8. College Marks. Vendor shall not use the name of the College or its service marks, trademarks, or trade names without the prior written permission of the College.

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9. Intellectual Property. Any work created for College by Vendor after the date this Agreement is executed for purposes of performing this Agreement shall be a work made for hire. All such works shall be the sole and exclusive property of the College. If for any reason the work would not be considered a work made for hire under applicable law, Vendor hereby assigns and transfer to College their entire right, title and interest in and to all intellectual property in the work to the College.

10. Insurance. Vendor shall maintain comprehensive general liability insurance, including contractual liability, with limits not less than $1 million per occurrence and $2 million aggregate. Vendor shall provide College with a Certificate of Insurance evidencing the existence of such insurance upon request.

11. General Indemnity. To the fullest extent permitted by law, Vendor shall indemnify, hold harmless, and defend College and its trustees, agents, employees, successors and assigns, from and against any and all claims, causes of action, damages, losses and expenses, including but not limited to attorney fees, arising out of claims, causes of action, damages, losses or expenses attributable to bodily injury, sickness, disease or death to any person, including employees or agents of Vendor , or to injury to or destruction of tangible property, including loss of use resulting therefrom, but only if caused in whole or in part by a negligent act or omission of an agent or employee of Vendor , regardless of whether or not such claims, causes of action, damages, losses or expenses are caused in part by a party indemnified hereunder. Vendor shall not be obligated to hold harmless, indemnify or defend College or its trustees, agents, employees, successors or assigns if any claim, cause of action, damage, loss or expense arises from the sole negligence or fault of a party indemnified hereunder. This indemnity shall survive the termination of this agreement.

12. Copyright Indemnity. Vendor shall indemnify, hold harmless and defend College against any and all claims, causes of action, losses, settlements, damages, awards, or costs or expenses, including reasonable attorney's fees, arising out of a claim or cause of action alleging that instructional materials, if any, provided by Vendor in the course of performance of this Agreement infringes the copyright or intellectual property rights of a third party. This indemnity shall survive the termination of this agreement.

13. Non-Compete. Vendor shall not compete with the College in the area of Training or Instructional Services in the Michigan counties of Wayne, Oakland or Macomb while performing this Agreement and for a period of 24 months after expiration or termination of this Agreement. This section specifically applies to Macomb Community College’s clients for which Vendor has provided service in the performance of this Agreement. For purposes of this Agreement, “compete” means accepting employment by, or soliciting or rendering professional services to, any person or organization that is or was a client of the College during the term of this Agreement.

14. No Poaching. College shall not hire, retain or contract with any employee of Vendor during the term of this Agreement and for a period of 12 months after expiration or termination of this Agreement. This section shall not apply to College employees or

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instructors that entered into contracts with or provided services for the College before the date of this Agreement.

15. Termination of Agreement. Either party may terminate this Agreement with or without cause by giving the other party at least thirty (30) days prior written notice of termination. Termination of this Agreement by either party shall not affect the collection, enforcement, or validity of any accrued obligations owed by the parties.

16. Confidentiality. Vendor shall not disclose any trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the College and/or used by the College in connection with the operation of its business including, without limitation, the College’s business processes, methods, customer lists, accounts and procedures that, during the course of this Agreement, Vendor may have access to or become acquainted with. In addition, Vendor shall not use any of them in any manner, except as required in the performance of this Agreement. All such information shall remain the exclusive property of the College. Vendor shall not retain any copies of the foregoing without the College’s prior written permission. Upon the expiration of the Agreement, or whenever requested by the College, Vendor shall immediately deliver to the College all such information in its possession or under its control.

17. Right to Injunction. The parties hereto acknowledge that the services to be rendered by the Vendor under this Agreement and the rights and privileges granted to the College under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the irreparable injury and damage. Vendor expressly agrees that the College shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of the Agreement by the Vendor. Resort to such remedies shall not preclude College from seeking compensation for damages. The various rights and remedies of the College under this Agreement or otherwise shall be construed to be cumulative, and no right or remedy shall be exclusive of any other or of any right or remedy allowed by law.

18. College Relationship with Instructors. Instructors provided to College by Vendor pursuant to this Agreement shall be the agents, employees or contractors of, and be paid by, Vendor.

19. Equal Opportunity. College is an Equal Opportunity employer. Vendor and its subcontractors (if any) shall not unlawfully discriminate against any employee or applicant for employment; nor shall they deny the benefits of this agreement to any person on the basis of race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age, sex, or sexual orientation.

20. Legal Compliance. Vendor shall fully comply with federal, state and local law in the performance of this Agreement.

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21. Successors and Assigns. All of the provisions of the Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

22. Choice of Law. The laws of the State of Michigan shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

23. Headings. Section headings are not to be considered a part of the Agreement and are not intended to be a full and accurate description of the contents hereof.

24. Waiver. Waiver by one party hereto of breach of any provision of the Agreement by the other shall not operate or be construed as a continuing waiver.

25. Assignment. The Instructor shall not assign any of his rights under this Agreement, or delegate the performance of any of its duties hereunder, without the prior written consent of the College.

26. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

27. Entire Understanding. This document and any Order for Services and Statement of Work issued hereunder constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and of no further force and effect.

28. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

29. Electronic Execution. The parties agree to enter into this Agreement and any Statement of Work entered into hereunder by electronic means. An authorized representative of the Vendor and the College shall execute this Agreement by signing their name, his or her title (if applicable), and the date they execute the agreement, on the lines provided for each party at the end of the Agreement. The persons executing the agreement shall then email each other a copy of the executed agreement. Upon compliance with the foregoing procedure, it shall be conclusively presumed that the person whose name is typed on the agreement executed the agreement and that such person was authorized to execute the agreement. Vendor and College agree that electronic execution and delivery as provided above shall have the same force and effect as delivery of an original document with original signatures.

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above.

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Macomb Community College Name of Vendor

By: ____________________________ By: ________________________Elizabeth Argiri, VP for Business Vendor NameMacomb Community College Company Name

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ORDER FOR SERVICES AND STATEMENT OF WORK

This Order for Services and Statement of Work is governed by the terms and conditions of the Training and Instructional Services Agreement between the parties dated _____________, 20__, which is expressly incorporated by reference herein.

DELIVERABLES

Vendor shall:

1. Accompany WCE to client site for consultation on training needs assessment. Vendor will lead on client interaction and determine the scope of work involved in the project.

2. Work with WCE staff to develop specific training proposals.

3. Deliver the following training:

[INSERT DETAILS]

4. Provide all curriculum, tests, quizzes, evaluations, training aids, equipment, and software/licensing (unless provided or made available by client).

5. All work must be performed by the vendor selected unless subcontracting is specifically approved in advance by the College.

6. Complete and submit timely class registration forms, participation satisfaction surveys, and any other administrative paperwork as required by the College.

COLLEGE RESPONSIBILITIES

Provide instructional facilities (either on-site or off-site)

Provide project management of all contracted training

Provide Vendor with class registration forms, participation satisfaction surveys, and any other administrative paperwork as required by the program manager

Provide marketing support for open enrollment courses only

DATES(S) AND LOCATION(S) OF SERVICES:

[INSERT DETAILS]

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VENDOR COMPENSATION

Payment Amount: College shall pay Vendor $______ for all training and instructional services provided pursuant to this Order for Services.

Date and Manner of Payment:

Vendor shall be paid thirty (30) days after all of the following have been completed:(1) Instructor has finished teaching the course;(2) Vendor has completed and submitted class registration forms, participation

satisfaction surveys, and any other administrative paperwork required by the program manager, and

(3) Vendor submits its invoice to Holger Ekanger, Macomb Director of Workforce and Continuing Education.

Macomb Community College Name of Vendor

By: ____________________________ By: ________________________Elizabeth Argiri, VP for Business Vendor NameMacomb Community College Company Name

Date: ___________________ Date: _______________

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